Octopus Meets Cat
by anacsadder
Summary: A collection of one-shot romance fics for the fangirlfanboy in you. First: What happens when two lonely hearts cross paths on Christmas Eve? Second: Extension of "Cat and a Half" Ch.8. Important author's note inside. Read before proceeding.
1. Default Chapter

FATR: If things go according to plan, this will end up being a collection of Otto/Felicia one-shot romance fics. Some may be fluffier than others, and some may be more hardcore than others. I'll try to keep them all within PG-13 parameters but there will be an additional warning at the beginning of each short if it's verging on R. Otto is OOC because I tried keeping him in character for a while but I couldn't make the story go anywhere quickly that way. I mean, it's hard to get two people together in one night if one is a strict loner and the other is afraid of looking like a slut. So, I tried to make it as realistic as possible, but there are some questionable plot developments. Okay, so this has no real plot. Whatever. It's dedicated to LadyKayoss, who gave me the incentive to attempt a romance fic of this nature. I had Ultimate Otto in mind when I wrote this, but for Felicia I just used whatever I thought worked. Okay, I don't own shit. Now let's get on with this chip chip!

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The bustling streets were for once empty, which wasn't surprising considering it was below freezing outside and the sidewalks were blanketed with a soft white carpet of snow. It gobbled up the sounds of the occasional car flying along the slushy roads. Inside the numerous apartments, the people of New York City were gathered around warm fireplaces with their friends and family, sipping hot cocoa and eggnog. Parents were reading stories such as "The Night Before Christmas" to their starry-eyed children, or maybe singing Christmas carols like "Rudolf" or "Deck the Halls." The children themselves were perhaps putting out cookies for Santa, dreams of Christmas wishes come true dancing through their heads. All year long they had striven to be the epitome obedience. They had brushed their teeth, done their homework, eaten their vegetables, and cleaned not only their rooms but behind their ears. Pretty soon the youngsters would be "nestled all snug in their beds while visions of sugar plums danced in their heads." After a night of innocent, saccharine dreams, they would thunder down halls and stairs, eyes aglow to see the bounty of treasures left by jolly old Saint Nicholas.

Dr. Otto Octavius despised it, loathed it all to no end. He despised cheerful stories and songs that always ended happily. He loathed the parents for using fairytales to mold and manipulate their children into the jewels of society. He loathed the greedy, gluttonous little brats themselves. Then there was the rather sick and twisted story of Santa Clause. He had never much liked that. This old man is watching children every second of every day? Creating detailed and categorized lists of their actions? Humph, if Dr. Octopus snuck down the chimney in the odd hours of the night with a sack swung over his shoulder, he would be arrested. Why was it okay for this fat, bearded pedophile to sneak around people's houses while they were all asleep? However, the greatest abomination of all was that these lying, manipulative parents actually took their kids, set them in a strange man's lap, and told them to ask him what they wanted for Christmas. Just because this guy is wearing a Santa suit, he is automatically not some nutcase? Honestly, nobody has any idea how thoroughly these places conduct background checks. It was sick; all of it was just sick and ludicrous.

Otto stopped walking and wiped snowflakes off his glasses with his sleeve. It was a rather pointless action considering his sleeve was just as if not more drenched in snow than his glasses. He hunched deeper into his brown hooded sweatshirt and thrust his hands into the pockets as a gust of wind tore through the snowdrifts and battered any inch of exposed skin it could find. Otto sighed deeply, condensation curling from his mouth like smoke.

_I guess I could be lonely._

His arms, twined tightly around his torso, writhed a little in response to his agitation. The man shook off these foolish and unwanted feelings and continued on his way. It had been a long time since he had taken a stroll around the city, it had been a long time since it had been safe to do as such, but he still had to get home. The wind was picking up and the temperature was dropping, both elements combining to threaten him with a blizzard. He stopped at a corner and glanced both ways for cars. None appeared but his ears picked up the distant wailing of sirens. A moment or two of attention told him the sound was coming his way. He prayed to nothing in particular that S.H.I.E.L.D. hadn't devised some way to track him. Shrinking further still into the hoodie, he turned as though to admire an item in a closed shop window. It occurred to him, at the last second, that this might appear even more suspicious than a hooded man roaming the streets. However, the cops blew by him in a flurry of snowflakes. Apparently they were responding to some other disturbance, but Otto didn't want to stick around and find out what. As soon as the cars had turned the corner and the sirens had faded into the snow-choked night, he made a mad dash across the street. Slush slopped and splashed under his boots. Once across the street, he continued to jog until he reached a narrow alley into which he could duck. His breath rasped in his throat as he flattened himself against the wall, trying to still his thudding heart.

Just as he had achieved stillness of the heart, a noise among the trashcans set it into motion again. Otto whirled around to locate this new threat. The dumpsters stood like dark sentinels in the frosty silence. Nothing further stirred the white piles of ice crystals. The doctor shrugged it off, dismissing it as a stray dog or cat. He turned towards the mouth of the alley once more to investigate for danger before moving on home. The blizzard was fast approaching now. He definitely had to get a move on. A moan snapped his attention back to the icy shadows behind him. Otto edged towards what he perceived to be the source of the sound, every nerve—and tentacle—vibrating with tension. He peered over his glasses as he proceeded into the darker recesses of the brick canyon. The sounds of badly suppressed whimpering, distinctly female, now clearly reached his ears from behind a dumpster. Otto planned on catching the stranger by surprise but at the last minute his foot sent a broken bottle skittering across the ice. It hit the trash receptacle from which the sounds emanated. Otto stopped dead and so did the muffled cries. The silence was so absolute he could have sworn he heard the snowflakes hit the ground.

"Who's there?" A tremory female voice finally called.

"I might ask you the same question," Otto responded in a voice the rivaled the snow in coldness. There were sounds of movement, a couple more suppressed groans, and a dirt smudged face framed by wild white hair appeared from behind the dumpster. Piercing green eyes regarded the octopus skeptically.

"You're not a cop…"

Otto didn't mean to, but he just couldn't resist laughing out loud at that. "Far, far from it."

The Black Cat, otherwise known as Felicia Hardy, eyed the man in the hoodie and dark glasses. There was no secret in the fact that he was hiding something, though just what escaped her. He was actually kind of cute, she supposed, from what she could make out through the deep shadows. Her shoulder sent a particularly jarring pain sensation to her brain and she was forcefully reminded of her current predicament. "Er… you haven't seen any… you know… cops around, have you?"

"Do you need one?" The man asked.

"No, I mean… well…"

"You're the one they were after. I saw them turn the corner back there, going the opposite way. They should be long gone by now." On closer inspection, Otto detected cat ears protruding from the matted white hair. "Now, I ask again, who are you?"

Felicia smiled playfully. "That's not fair, I asked you first." Her expression immediately melted into a grimace as more pain stabbed through her shoulder.

"I don't just give out my name anymore," Otto replied tersely.

"Huh, neither do I. Guess that puts us at a stalemate." Felicia gritted her teeth and struggled to her feet. She was beginning to feel lightheaded, but was unsure of it was blood loss or hypothermia. Spandex was hardly insulating.

As she rose to her feet, Otto noticed that her hair and her white glove on her right side were stained bright red. She stumbled and one of his tentacles instinctively darted out to keep her from falling.

Felicia stared, wondering if he was the real thing or if she had become delirious at some point during the night. She wet her suddenly dry lips at whispered, "Doc Ock?"

Otto scowled at the use of this nickname. "Dr. Octavius," he corrected.

"I… uh… wow, am I hallucinating? I always thought you were some kind of… hoax cooked up by conspiracy theorists. You know, like Area 51…"

The tentacle around her waist constricted impulsively as he thought of S.H.I.E.L.D. and she yelped. "You are injured." He knew he was stating the blatantly obvious but he wanted to change the subject.

"Yeah, I took a bullet… well, not really. It either went all the way through or grazed… Hey, you're a doctor, right? Maybe you could-"

"Your condition is none of my business, Cat Girl, or whatever you call yourself. You should just go home and-"

It was Felicia's turn to scowl. "It's 'Black Cat,' and I don't see why… oh, I get it…" she flashed him a sly smile. "If you can't fix my shoulder you might as well say so instead of-"

"What do you mean 'can't?' I could if I wanted to, I just-"

"Don't worry about it. No one's perfect. If you could direct me to someone who might be able to help, I'll be out of your hair in two shakes of a tiger's tail…AH!" She squeaked in surprise as the rest of his arms appeared and propelled them up the side of the building.

"I didn't want to travel like this in the event that the inane arachnid aberration shows up, but we are so close I don't think it will matter."

Felicia grinned to herself. _Who would have expected that reverse psychology would work on Dr. Octopus?_ The city flew by on either side of them. She shivered as the wind battered her face and the snow seeped into her costume. The city lights were blurring together and fading in and out. The ride was surprisingly smooth but she still felt like she was going to throw up. The queasiness was more than likely the result of blood loss. "I think… I'm gonna… Oh, god…" She lowered her head to rest it in her hand.

Otto glanced at her out of the corner of his eye. She didn't look too well, like maybe she was going to pass out. All the alley filth smeared on her would cause and infection if it hadn't already. He had to get her inside and cleaned up fast. "Hang on, we're almost there." He jumped off a low roof and landed outside a condemned building. He heard his passenger let out a hiss of pain when they landed. "My apologies." He ripped off a few of the boards and ducked inside. It wasn't exactly warm but at least it would protect them from the elements. He took her to a mattress in the corner and set her down. "Take off your wet clothes and wrap up in these blankets. I'm going to heat up some water so you can clean up."

She took the blankets and towels from the outstretched tentacles, waited for him to leave the room, then slowly stripped to her undergarments and dried off. Every time she moved her shoulder she winced.

Otto filled an old washtub with snow and set about melting it with the flamethrowers in his tentacles. It was going to take a while; he just hoped the girl could hold on a little longer. The girl. He had a girl under his roof, in his bed even. It made him chuckle. _Apparently I won't be spending Christmas alone after all. She probably thinks she's so smart, manipulating me with reverse psychology. I must be lonelier than I thought if I'm taking strays in off the streets. She is running from the cops, though, and I guess I can sympathize with her plight. _He looked over his shoulder at the door, wondering what she had been doing out on the street so late at night, and in such foul weather too. Just why had the cops been chasing her? He guessed it didn't matter too much. Even if she was some kind of psychotic murderer, he doubted there was much she could do to him.

It took forever and a day, but the snow had finally melted and warmed up. He rushed back into the other room and found her draped in the blankets, passed out on the bed. "Damn it," he muttered under his breath. He put the basin down heavily and rushed over to the lump on the mattress. Her lips were blue and she was barely breathing. Otto located the pulse in her neck—her skin was clammy and cold under his finger tips—and counted it carefully. It was quite weak. He had no choice; he had to warm her up fast. "Excuse me, miss," he mumble as he peeled back the blankets. Fortunately she had neglected to remove her bra and panties. She was, however, wearing a black thong, which made him blush a little. He lowered her into the hot water and began to rub each hand in turn, switching off. "Come on," he whispered. "Hang in there." He let her hand splash back into the water and checked her pulse again. It was a little stronger and the color was returning to her cheeks. Cleaned up nicely like she was, he had to admit she was very attractive, if not a bit young for him. The blood was still gushing from her shoulder though the flow had begun to slacken. At the moment he couldn't decide if it was a good thing or a bad thing. He examined her upper arm; now better able to pinpoint the exact location of the wound. It was deep and would require stitches, but she had been correct in guessing that the bullet had merely grazed her. He used his extra arms to locate the needle and thread he had used to patch up himself numerous times in the past. One of his tentacles held the needle out while the other one sanitized it with the flamethrower. As he threaded the needle and set about closing the wound, it occurred to him that he didn't have any way whatsoever to perform a blood transfusion. He didn't even know her blood type. _All well, with luck it won't come to that._

Felicia groaned and shifted. It was dark and she was surrounded by something hot that resisted when she moved. Before she could try to figure out what it was, however, she noticed pressure on her arm. She groaned and her eyes fluttered open. Grey fog still swirled in her vision as her eyes wandered around the room. _Where am I?_ Her eyes fell on the man kneeling over her. He wore a hooded sweatshirt zipped to the chin but with the hood pushed off. His hair was wild and grown out, but it looked like it had at one time, not so long ago, been a bowl cut. Despite the dimness of the room he wore dark sunglasses, or maybe the room was brighter than she thought. Her vision was hardly trustworthy at the moment. Steam rose around her, collecting on his glasses. He wiped them on the sleeve of his jacket and she caught a glimpse of something like a metallic tentacle wavering behind him. It all came flooding back to her at once. The bullet through the shoulder, the alleyway, meeting Dr. Octopus… _Oh, shit, I'm in my underwear, aren't I?_ Felicia tried to sit up quickly but nausea overtook her and she had to fall back into the steaming water. She also felt a strange and rather painful tugging sensation in her shoulder.

"You shouldn't make such sudden movements, not in your current condition. I am sorry about the entire underwear affair, but you were going to die and I did what I had to do to save you."

Felicia turned to investigate what he was doing with her shoulder. Then she wrinkled her nose and turned away. "Then I guess I'm g-glad I left my underwear on, but regretful that I chose to w-wear a thong." There was a long uncomfortable silence. Felicia wanted to close her heavy eyelids but she didn't want to slip out of consciousness again. Doctor or not, intellectual or not, she didn't trust him with her unconscious, half naked body.

"I still don't know who you are," Otto commented as he tied off the thread and snipped it with a tentacle.

"Felicia H-Hardy, a small time jewel thief, nothing sp-special really." The doctor straightened up and looked down at her. She really did like his hair, and now that she thought about it, he possessed almost irresistibly kissable lips. Sure he was a murdering psychopath—she herself had never taken a life—but he had treated her relatively kindly thus far and it sure beat being alone on Christmas. A beautifully agile hand brushed some hair out of his face.

"Can you stand on your own?"

"I r-really doubt it." He leaned forward again and one elegant hand dipped into the water. Then it rose to her face and began to gently wipe away the remaining street grime. She closed her eyes as his tentacles guided her head back into the water and his fingers raked the dirt from her hair. He helped her to her feet and wrapped her in the least dirty of the blankets.

_She has a pretty face_. Out loud he asked, "Are you still cold or just dizzy?"

"A little of b-both."

Supporting her with all three of his left arms, he guided her back to the mattress where he sat and held her against him, hoping to pass his body heat from his body to hers. Again, he questioned his choice to bring her along, to help her. He didn't just get lonely. He was Dr. Otto Octavius; he didn't need anybody. Right?

"So…" Felicia sighed. "Why are you alone on C-Christmas?"

"What does it mean to you?"

"Do y-you always answer qu-questions with qu-qu-questions?"

"Do you?"

Felicia processed this slowly. "M-my mother left my fa-father and me a l-long time ago. The K-Kingpin had my father m-murdered. This evening, w-when I returned home, the cops w-were at my house, and…"

Her voice trailed off and her eyes fluttered closed. Otto had forgotten what it was like the hold another human being like that and it felt… well, nice. She had told him a condensed version of her story, and he could sense that she was waiting for him to do the same. "I was locked in a federal prison. I can control my arms whether or not they are attached to me, so I located them and had them break me out."

She looked up, trying to see his eyes behind his glasses. She could almost bet that they were as beautiful as everything else about him. _Don't think that way. It's Christmas, you are lonely, and missing your father. That is all. Are you really so desperate for the love of a male figure that you would throw yourself at a man who just spent time in a federal prison? _Another involuntary shiver racked her body and she felt him pull her closer, rubbing her upper arm with his organic hand.

She smelled spectacular, and she was just about to die for with her gorgeous white locks clinging to the delicate frame of her face. "Is this helping at all?" She shook her head. Otto fell into thinking. He could think of one last thing he could try to warm her up. "How much do you trust my ability to remain professional?"

"I h-hope I can, because I am… com-completely at y-your mercy…"

Something about those words sent an unwanted happy shiver down Otto's spine. He unzipped his sweatshirt and un-cocooned the stray kitty. The sweatshirt was baggy enough for him to hide all of his tentacles inside, and with the tentacles out it was large enough to fit the small frail figure in as well. He pulled her shivering, wet body up against his warm chest and zipped the hoodie closed. He pulled the blankets around both of them and enfolded her in his arms once more. There was still a layer of shirt between him and her but… "How's that?"

"Much better…" Felicia sighed, her shivers finally beginning to subside. "Do you mind if I ask you a rather personal question?"

Otto started to say yes but she didn't wait for his response.

"Have you always been a loner?"

Otto knew he didn't have to answer but his mouth formed the word as his vocal chords delivered it, "Yes."

"Why?"

"I just never needed anybody else. It's easier to carry out life plans when the only person you need to account for is yourself."

"I thought that at one time, but… well… Don't you ever miss human companionship?"

"No," Otto lied. Sleepy green eyes peered into his, or at least tried to peer into his. The glasses kept lots of people out.

"I don't believe you," she finally answered in a low voice.

Otto sighed. "Well maybe once in a while, but only very rarely."

"What about now?"

_Is she trying to seduce me?_ "Well you're here, aren't you?"

_Is he trying to seduce me?_ "I guess."

_If I make the first move she'll think I'm some kind of creepy sex predator._ "Are you hungry?"

_If I make the first move he'll think I'm some kind of desperate slut. _"A little."

"Here." Otto took off the sweatshirt and gave it to her. "I'll see what I can dig up."

Felicia watched him leave the room, a bit dreamily, and slid into the oversized sweatshirt. It was still full of his body heat and his smell. The smell was vaguely metallic but that wasn't necessarily a bad thing. She wondered why he always wore those glasses. In every picture she had ever seen of him he was wearing dark glasses. He had even been wearing them walking around the city at night. When he came back she would have to ask him why. She began to towel off her hair and listen to the storm outside. It was definitely getting worse and she was glad to be inside, even if she was afraid the house was going to come down around her ears every time a particularly powerful gust blasted it. When he returned he was carrying a box of Oreos in one tentacle, and two cups of hot cocoa in two other tentacles. "I was hoping for something a little more substantial than Oreos."

"It is what I have. Take it or leave it." She took the bag from his outstretched tentacle and plucked out a cookie with two graceful fingers. Despite her current condition she still moved with a strange fluid coordination that he had never seen in civilians before. "Are you a mutant of some kind?"

She shook her head. "No, I just keep in shape. I set up traps to make people think I cause bad luck, but it's all smoke and mirrors. And what about you? Would you classify yourself as a mutant?"

Otto sat down next to her on the mattress and handed her one of the mugs of hot chocolate. She leaned on his shoulder and he cast her a nervous glance. If she was trying to seduce him, she didn't have to try very hard. "I control my arms with my thoughts. Even if they are not attached to me."

"You mean your, like, psychic?" A thought occurred to her and she sat up suddenly. "You can't read my thoughts, can you?"

Otto chuckled. "I am not telepathic, I am telekinetic, and even then only mildly so." Felicia looked down into her cup and a curtain of white hair fell across her face. However, he thought he caught sight of a blush. "Why?" He brushed her hair behind her ear with his organic hand. Her cheek was soft as silk. "Is there something you don't want me to see?"

Felicia's eyes flicked to the side and she smirked at him coyly. "Perhaps." He actually slid closer and their legs touched. She leaned on his shoulder again, suppressing her sigh of contentment. "I've been wondering… why do you wear sunglasses all the time?"

"My accident damaged my eyes. I am not blind, per se, but I have become hypersensitive to bright lights."

"It's not that bright in here right now," Felicia pointed out.

"No, it's not."

"Can you take them off?"

Otto put his arm around her shoulders and looked up at the ceiling. "I don't think that would be a good idea. There's scarring and all this other mess… no, I doubt you really want to see them."

Felicia looked up at him. "It can't be all that bad."

Otto raised an eyebrow at her. "You think?"

Felicia gave him sad kitten eyes. "Come on. I won't laugh… or scream… or whatever it is you think I'll do." He seemed to gaze into her eyes for a long time before one of his tentacles dipped down to slide off the glasses. Felicia didn't know how to react at first, but she tried her hardest not to gasp. It was better to show no reaction at all. His eyes must have been brown at one time, but now they had a white film over them, almost like cataracts. The skin around his eyes was primarily scar tissue, nasty burn scar tissue. "Did it hurt?" She finally asked.

Otto waved her question off with a free tentacle. "I was in a coma for much of the healing process. It was all quite a shock when I first woke up, though."

There was silence. Then he passed the mug to a tentacle and caressed her cheek with his human hand, sending warm tingles chasing through her body. A smile spread across his face. "What?" Felicia asked.

Otto shook his head. "Nothing." He stroked the side of her face gently. "I like your face."

"That isn't psycho code for 'I'm going to kill you and add your face to my collection,' is it?"

"I'm not as crazy as everyone thinks."

She held her breath as he leaned in close, closer, making serious eye contact. His warm breath tickled her face and she closed her eyes, turning to jelly in his arms. Felicia was ready for the kiss, and she could feel his lips hovering just millimeters over hers.

Otto stopped and breathed, "Besides, you are hardly a moral crusader yourself." She opened her eyes and he thought he saw disappointment in them. He chuckled and closed the rest of the distance between them. He knew he would have to be gentle, as she was still a bit weak. Now that he had taken the initiative, she seemed to decide it was okay for her to do some acting of her own. Her tongue requested entry to his mouth and he permitted it.

Both of them set their mugs on the floor and repositioned so they could embrace more fully. Felicia was dimly aware that his four extra arms were closing in behind her as she shifted into a position straddling his lap. However, the kiss was so breathtaking she didn't care. His lips left hers and he trailed kisses down the side of her face, down her neck, and down her chest. She tilted her head back and whimpered as she heard the zipper of the sweatshirt being tugged open.

Otto listened to her mewling noises as he trailed his hands up her thighs and let them rest on her hips, enfolding her in his tentacles. He smiled a bit arrogantly and whispered in her ear, "I'm going to make you purr, kitten."

A wave of heat washed over her and she pulled his shirt off. She didn't just pull it off; she practically tore it off. The two lonely hearts fell back into the mattress together, losing themselves in each other's flesh. Outside, the wind howled and shrieked, trying to break its way into the dilapidated house to no avail. The snow piled higher and higher around the building, lying in great drifts along one wall, but the cold outside just could not quite reach the two social outcasts inside.

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FATR: Happy Holidays, everybody!


	2. All Hands

FATR: I must attach a firm warning to this. This one is a little intense. It's an extended version of the work out scene in "Cat and a Half," even though Stray was the only one who really answered in the affirmative to the question. This is a rape fic, so proceed with caution. If you don't like that kind of thing, don't read it. It's a one shot so it doesn't effect the reading of anything that may follow this. Simply skip it. Easy as pie. The rest of you? Watch your step into the more twisted caverns of my imagination. How does one make a story like this? Steep an octopus in arrogance, bitterness, and insanity. Take a cat and let her marinate in tragedy for a few days, throwing in liberal amounts of angst for extra spicing. Stir them together with just a dash of lemon flavored sadism until the mixture comes to a boil. Enjoy!

-

Felicia threw a punch at the punching bag, a pathetic punch. _All right. What was it dad said? I need to picture someone I really want to hit. Someone like… Jason. _Felicia growled and round kicked the bag. She hit it pretty hard but overbalanced and fell on her hands and knees. _Ow! Okay, that was really pathetic. I'm glad no one-_ A dark chuckle from the door interrupted her thoughts. _… Saw… that… uh oh…_ She looked up to see none other than Dr. Octopus leaning against the closed door. He had his human arms and is upper two tentacles crossed in front of him. He was also shirtless and barefoot, wearing dark gray sweat pants. Felicia had a very clear view of the arms where they were fused to his body, the harness melted into his flesh and the skin growing around it. Her nose wrinkled in disgust and she was glad she hadn't turned the lights on when she came into the room. "How… how did you find me?"

Ock raised an eyebrow. "I surmise it never occurred to you to check for video surveillance, a rookie mistake."

Felicia's heart stopped and she jumped to her feet. "You mean… Fisk could be watching right now? Oh, man, I am in so much trouble…"

"I have dealt with the security system. Fortunately, this shift is covered by a group of drunken imbeciles with a penchant for gambling." Behind the glasses, his eyes were flicking over the black sophie shorts and tight pink tank top. She was a soft little rich girl, even with the fiery streak she possessed. Her recent run of unfortunate luck had begun to take its toll on her, but she still had yet to complete her transformation.

"Why?"

He flashed her a coy look. "Why what, my pretty?"

Felicia rolled her eyes. "I thought I told you to stop with that 'my pretty' stuff." Ock didn't answer, just stood and watched. "Look, I don't know why you did it, but thanks for taking out the security system for me. Now if you would please just leave-"

He chuckled again. "Do you honestly believe any one of Fisk's personnel is going to allow you to just roam around at will, entirely unattended?"

"Then why did you- oh, forget it." She whirled around and glared at the punching bag. "Talking to you is useless." Felicia tried to ignore him and go about her business but she was painfully aware of her girly fighting. It didn't matter when her father was watching, but Octavius always acted so arrogantly superior and she could feel him judging her.

"You do realize the source of your error."

Felicia jumped at the sudden sound of his voice so close behind her and whipped around. Some how he had ended up less than two feet from her. "If I want your help, I'll ask for it. Besides, Fisk said-"

"Fisk is not here now, is he."

Fear suddenly crushed Felicia's heart in its icy grip. She didn't exactly know why, but there was something in his voice that told her if she still had her super senses, they would be giving her all kinds of warnings. His bare hands landed on her bare shoulders and he turned her towards the punching bag. He was now so close she could feel the heat radiating off of his bare chest.

"You must utilize your entire body," he whispered in her ear. He felt her shoulders go tense and she started shaking. He smirked wickedly. "You must also relax, my pretty, and concentrate."

_Okay, okay. Do what he says and maybe he'll go away. Just calm down._ This was all easier said than done, however, because as soon as she relaxed her shoulders she felt his hands sliding down her arms, onto her waist, and down to her hips.

"Place your left foot forwards."

When he turned her hips, she felt her right hip brush his pelvis. _Oh, god, why is he doing this?_ There was a primitive instinct telling her to turn and fight. _I… I can't fight him…_ 'Fine, then flee. Flee!' The little voice hissed urgently. Felicia caught a flash of silver out of the corner of her eye. _I can't really flee from him, either. It's okay, though, because if I pretend nothing is wrong and do as he says, he'll leave me alone._ His hands continued their course down her body and he bent slightly at the waist to slip them between her thighs, just below the hem of her shorts. Felicia's breath caught in her throat and she gulped.

"Widen your stance just a touch, my pretty." She obeyed him almost mechanically and he let his hands wander back up her soft thighs to her hips. He stopped with his hands resting there, his thumbs not even a centimeter away from the ribbon of bare skin between her shorts and her tank top. Octavius could sense her apprehension. His top two pincers took gentle hold on her shoulders and a badly repressed whimper escaped her throat. He pretended not to hear it, though. His bottom two tentacles reach from behind him to grab her right upper and fore arm.

Felicia let him manipulate her like a doll, the tentacles clamped on her shoulders frightening her into a state of near shock. He had never ever used those four extra arms on her peacefully, and she didn't expect him to start now.

"Now, as you bring your arm back like so, you pivot at your waist and rotate your shoulders with your arm." Doc Ock knew he could seriously hurt her if he jerked forward on her arm hard enough, and the temptation was there. However, good sense and his passion for the experiment prevailed and Felicia was spared. "Allow your weight to rest on your right leg. As you follow through, you provide the punch with extra force by throwing your combined upper body strength into it. Your weight will shift to your left foot. Make a fist."

Felicia did as she was told, desperate to get him off of her. Then he thrust her fist forward with his bottom two tentacles, turning her shoulders with his other two tentacles and pushing her weight from her right leg to her left leg with the hands he had on her hips. She didn't really take note of what happened outside of that movement though, what effect it had on her surroundings, because she had ended up with every square millimeter of her back pressed against his body. Something in her head clicked and her mind just stopped working. His various hands fell away from her body and he stepped back.

"Now let us see you attempt it on your own." She didn't move, just stared at the floor looking quite pale. A rather sadistic smile spread across his lips. "Perhaps you require another walkthrough…"

Felicia's eyes widened as her mind popped back on. "No," she whispered. "I think I've got it." She looked at him over her shoulder, face expressionless, eyes hollow. "As I understand it, it goes something like this…" She whirled around, using the force of the movement and her entire body to drive her fist into that arrogant pervert's face. He didn't even flinch, and her hand was stopped. She fired her other hand at him, but his other tentacle blocked that one too.

He shot her a suggestive look. "Nice form, just a touch too slow."

Felicia struggled and pulled, trying to break his tentacles' grip to no avail. "Let go of me," she snarled. "Don't touch me!" He walked forwards, pressing her back towards the nearest wall. He gave her a shove towards it and let go. She pressed against the wall sideways with her arm over her face. "I'll tell," she threatened.

Octavius chuckled. "Kitten is running mewling to daddy? I am shaking."

Felicia turned towards him, hands balled into fists at her sides. "N-no. I'm going to tell… Fisk. That's right, Fisk, and…" She trailed off because the octopus didn't seem intimidated at all.

"And what? Admit that you broke out of your cell?"

_Dammit, he's right. Erg! _The metallic snakes were dancing and waving behind him, casting twisted shadows across her face. He stood with his arms crossed, seeming to be deep in thought, and she didn't like that one bit. His arms dropped to his sides and he took a step forward. Felicia pressed back against the wall. "St-stay away…" He took another step towards her. "Please, just…" The distance between them shrunk again. "Get away!" She finally yelled and turned to run. Two tentacles blocked her escape. When she turned to run the other way, two more blocked her in. She turned to face Octavius, flattening herself against the wall to avoid physical contact as he drew closer still. He stroked her right cheek with the back of his right hand then grabbed her jaw in a near vice grip that made her cry out. His left pointer finger pressed to her lips.

"Shh…" He whispered, gazing into her wide blue eyes. She was trembling, causing her breath to come in shallow, shuddery gasps.

He took her head in both hands and tilted her face up towards his. He leaned in close, closer. Felicia closed her eyes. _Please don't, I'm begging you! Please!_ His lips stopped and hovered a millimeter over hers. She held her breath.

"Do you fear me, my pretty?" He murmured, his lips almost brushing hers as he spoke.

"N-no...?" One of his hands left the side of her face and she felt fingertips trailing down her throat. She wanted to push him away, but at the same time loathed the idea of touching his bare chest. When he received no resistance from her, he pushed in closer, obviously testing the boundaries. She tried to shrink into the wall, shrink through the wall, but there was no where else to go as he all but smothered her with the closeness. "No..." It was all she could think of to say at this point. It's all she felt at this point. Next thing she knew, his mouth was on hers, trying to force it open. Her head jerked sideways and she shoved him hard. "Help!" She ran towards the door. "Help, he's g-" Two arms crossed in front of her, ensnaring her just below the ribs and knocking the wind out of her.

Octavius snapped her back against him, pressing his entire body into hers. Metal tentacles wrapped across in front of her to pin her arms to her sides. He covered her mouth with one human hand and pulled her head back against his chest, turning it to one side so he could whisper in her ear. "I would advise against such actions," he hissed. "Fisk's tolerance for such sneaking around leaves much to be desired." Two fingers of his free hand traced across the strip of bare flesh made by the hem of her tank top and waist of her shorts. Felicia struggled, arching her back away from him, so he tightened his hold on her.

_This can't be happening. This can't be happening! _Octavius was almost twice her size. There was no way she could fight him hand to... hands, but she couldn't just give in and let him carry out whatever perverted scheme he had devised. Her legs buckled underneath her as she tried to drop out the bottom of his grip. He bent with this unexpected shift in her weight but held onto her and dragged her back to her feet, even going as far as to lift her off the ground. She screamed behind his hand and started trying to kick him as he hauled her to the back of the room. She landed a couple of hard kicks on him and felt a satisfying rush when he hissed in pain. Victory was, however, short-lived as her legs were soon securely bound and pinned with one of the metallic snakes.

"Would you prefer it to be rough?" Octavius purred in her ear, squeezing her with the tentacles to emphasize the point. She closed her eyes tight shut again and a muffled whimper escaped her throat. He stopped by a bench against the back wall. "I am removing my hand. It would be in your best interest not to raise your voice. Are we clear?"

Felicia sobbed and nodded helplessly. There had to be something that could be done, but just what was being quite elusive at that point. He let go of her and turned her to face him, grabbing the edge of her shirt. She fired a fist into his solar plexus and tried to take off again. This time she made it a couple feet farther, but the arms were faster than she, even with their owner doubled over in pain. Apparently they were no weaker either, because one slammed her into the bench hard enough to jar her teeth. Octavius straightened up and loomed over, his three free arms writhing behind him. Terror washed over her. _Oh, god, I'm in for it now... oh god... oh god..._ "Please," she whimpered. He reached towards her and she shrank away. "Please, just let me go..." His muscular hands locked on her upper arms and lifted her to her feet. The tentacle that had been around her waist traced up and down her spine making her shudder. "I'm begging you to let me go." She clasped her hands in front of her. "I won't tell, I swear..." The black holes that were his eyes burned into her and she felt the lump in her throat that heralded the appearance of tears.

Dr. Octopus pulled the warm, shivering body against his. "Your silence on the subject is a given." The two bottom tentacles took hold of the hem of her tank top on either side. "It should be, at any rate."

There was no mercy in those cold black lenses, no humanity of any kind. Felicia clenched her fists against his chest and lowered her head against them. A single tear made its way down her cheek and her shoulders trembled. "... god no..." she pleaded once more, barely audible. She sensed the tentacle behind her moving into a strike position and clenched her fists until her nails dug into her palms. One crack from those tentacles could snap her spine... She heard a whistling sound and felt chilled air sweep down her back. Felicia flinched despite herself. The tearing sound told her the back of her shirt had been ripped open.

Octavius knocked the straps off her shoulders and began to remove the article of clothing. She gasped and crossed her arms to hold it on. The man, if he could be called that, only chuckled at her resistance. He wrenched her arms back to her sides and yanked the top off. The girl crossed her arms over her chest and turned away from him. Her blond hair flowed down her bare back and he could see her shoulder blades moving underneath her soft flesh. Not to be deterred so easily, he pressed in on her again, turning her around and grabbing her wrists. There were tear tracks on her face. He gave her a half smile and leaned in as though to kiss her again. Instead, he tilted his head to the side and followed a tear track up her cheek with the tip of his tongue.

"No... no..." Felicia whimpered and struggled as she felt her arms being inexorably uncrossed. That's what the women in the public service announcements about rape always said, right? 'Stop!' 'I don't want to!' 'I said no!' The acting for the voice overs at the end had always been so terrible, and she had laughed about it, especially 'I said no!' Now she was just two words away from saying it herself, only it wouldn't be funny and it wouldn't do any good. Two tentacles remained secured around her waist as he leaned back slightly to take in the view. Her head dropped and tear plinked to the floor. She was waiting for him to touch them, but he didn't, just looked. Maybe he wasn't going to rape her, maybe he only wanted to look... That hope was short-lived. Though he was leaning away, they still made full contact from the waist down and just then she felt something that made her want to throw up. She couldn't even bring herself to finish the thought. She wouldn't let herself finish the thought. It just made her want to vomit.

The octopus put two fingers under her chin and lifted her face towards his. He ran his thumb across her lips and gently opened her mouth, simultaneously tightening the tentacles around her waist to remind her of their presence and capabilities. Her eyes showed fear but no intention towards resistance, so he once more pressed his lips to hers, this time sliding his tongue into her mouth as well. She immediately went rigid and tried to push him away, but, even tentacles aside, she wasn't nearly strong enough. He positioned one hand firmly between her shoulder blades and the other a few inches below that. The bottom two tentacles unlatched from her waist and took hold of the remainder of her clothing. The kiss broke and he hugged her to his chest, smelling her hair. _I made you, I... _"created you," he whispered. "I created you, you belong to me, my pretty, my pretty kitty..."

Felicia sobbed and shook her head as the bottom two tentacles pulled down.

"My pretty kitty," he insisted in a low voice, digging his nails into her back. She yelped. He smirked and shoved her onto the bench, immobilizing her with his metallic arms as he undressed himself. He was her creator, her keeper, and it was time to show her, force her to see.

Felicia trembled in terror as he lowered himself towards her. Resistance was futile, so she closed her eyes and cried silently as he took her.


End file.
